EXHIBIT 2.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Kyoto Agreement") is entered into
by and among UNISERVICE CORPORATION, a Florida corporation ("Uniservice"),
INVERSIONES E INMOBILIARIA KYOTO LIMITADA, a Chilean limited partnership which
is controlled, directly or indirectly by Xxxxxxx Xxxxxxxx, an individual
currently residing in Santiago, Chile (collectively "Kyoto") and which owns
54,216 shares (or 99.7% percent) of Kentucky Foods Chile, S.A., a Chilean
corporation ("KyF Chile"), and KyF Chile, as of the ____ day of _____, 1998, but
which Kyoto Agreement shall be effective as of the effective date of the
Registration Statement on Form SB-2 ("Registration Statement"), as filed by
Uniservice with the Securities and Exchange Commission ("Effective Date").
(Uniservice, Kyoto, and KyF Chile sometimes individually referred to as "Party"
and collectively as "Parties").
RECITALS
A. Uniservice is a corporation duly organized and existing under the
laws of the State of Florida and located in Palm Beach County, Florida, having
been incorporated November 21, 1997 and having authorized capital stock
consisting of thirty million (30,000,000) shares of Common Stock par value
$.0001, of which Twenty Million (20,000,000) shares are designated as Class A
Voting Common Stock and Two Million (2,000,000) shares are designated as Class B
Voting Common Stock.
B. Kyoto is the present owner of 54,216 shares ("Kyoto Shares") of KyF
Chile, out of 54,231 issued shares representing a 99.97% interest in KyF Chile.
C. The laws of the State of Florida and the Country of Chile permit
Uniservice to purchase the Kyoto Shares for $2.2 million, subject to the terms
and conditions set forth in this Kyoto Agreement.
D. Contemporaneously with the execution of this Kyoto Agreement,
Uniservice shall enter into a stock purchase agreement with KyF Chile whereby as
of the Effective Date, KyF Chile shall purchase 1,399,900 shares of Uniservice
Class B Common Stock, par value $.0001 ("Class B Common Stock") for $2.2 million
("Uniservice Agreement"), which Uniservice Agreement shall be in substantially
the same form as this Kyoto Agreement, and which Uniservice Agreement is
attached hereto as Exhibit A.
E. The Parties acknowledge and agree that the sole purpose for entering
into the Kyoto Agreement and the Uniservice Agreement in this manner is to
comply with the rules and regulations governing foreign investments in Chile, as
promulgated by the Central Bank of Chile and but for these requirements, the
Parties would have entered into a share exchange agreement whereby Uniservice
would have exchanged 1,399,900 shares of Class B Common Stock for 54,216 Kyoto
Shares. It is the Parties' intention
that the Kyoto Agreement and the Uniservice Agreement be effective
contemporaneously as of the Effective Date.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, as of the "Effective Date," as
hereinafter defined, it is agreed that Uniservice shall purchase the Kyoto
Shares for $2.2 million, subject to the terms and conditions set forth and the
mode of carrying it into effect are and shall be as follows:
1. RECITALS. The above recitals are true, correct and are herein
incorporated by reference.
2. PURCHASE OF SHARES.
a. Kyoto hereby agrees to transfer to Uniservice at the
closing referred to in Section 3 below the Kyoto Shares, which represents a
99.97% interest in KyF Chile, for $2.2 million, and Kyoto agrees to deliver to
Uniservice a certificate representing the 54,216 Kyoto Shares. All certificates
to be delivered at the closing by the parties hereto shall be in negotiable
form, subject to any lock-up agreements and other restrictions pursuant to
Federal and state securities laws and contractual agreements with certain
persons and Uniservice's representative of the underwriters, including but not
limited to, Rule 144 of the Securities Act of 1933, as amended or as applicable.
b. Notwithstanding anything else to the contrary contained
herein, contemporaneously with the closing contemplated herein, Uniservice and
KyF shall enter into the Uniservice Agreement.
3. CLOSING DATE. The "Closing Date" shall be the effective date of
Uniservice's registration statement on Form SB-2 filed with the Securities and
Exchange Commission.
4. REPRESENTATIONS OF KYOTO. Kyoto hereby represents and warrants
that:
(a) KFC Chile is validly organized, existing and in good
standing under the laws of the Country of Chile. Upon information and belief,
there are no outstanding options, contracts, calls, commitments or demands of
any character relating to the authorized but unissued stock of KFC Chile.
(b) The Kyoto Shares to be sold at the closing are validly
issued, fully paid and non-assessable.
(c) Except as otherwise previously disclosed to Uniservice by
Kyoto, there has been no material adverse change in the condition of KFC Chile
since the date of the financial statements previously provided to Uniservice. To
the best of Kyoto's
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knowledge, the only changes in the financial condition of KFC Chile since said
date are those arising from the normal and regular conduct of the business of
KFC Chile.
(d) Except as otherwise previously disclosed to Uniservice by
Kyoto, to the best of Kyoto's knowledge, there is no litigation, governmental
proceeding or investigation threatened or in prospect against KFC Chile or
relating to any of the interest to be transferred hereunder which could
materially affect Uniservice.
(e) Except as otherwise previously disclosed to Uniservice by
Kyoto, to the best of Kyoto's knowledge, KFC Chile has no bonus, deferred
compensation, profit-sharing, pension or retirement arrangements, whether or not
legally binding, nor is it presently paying any pension, deferred compensation
or retirement allowance which has not otherwise been disclosed to Uniservice.
(f) The statements made and information given to Uniservice
concerning KFC Chile and the transactions covered by this Agreement are true and
accurate and no material fact has been withheld from Uniservice.
(g) Kyoto has no knowledge of any developments or threatened
developments of a nature that would be materially adverse to the business of KFC
Chile.
(h) The Kyoto Shares to be transferred by Kyoto to Uniservice
hereunder are free and clear of all voting trusts, agreements, arrangements,
encumbrances, liens, claims, equities and liabilities of every nature and Kyoto
is conveying clear and unencumbered title thereto to Uniservice.
(i) There are no agreements to which Kyoto is a party nor does
Kyoto know of any other agreements that in any way materially restrict or
impinge upon the business of KFC Chile or the benefit of which KFC Chile
requires or presently has in its business.
5. REPRESENTATIONS OF UNISERVICE. Uniservice hereby makes the following
representations and warranties to Kyoto, each of which is true as of the date
hereof and will be true as of the Closing Date with the same effect as though
such representations and warranties had been made on the Closing Date:
(a) Uniservice is a corporation duly organized and existing
under and by virtue of the laws of the State of Florida, and is in good standing
under the laws thereof.
(b) The execution and delivery of this Agreement by Uniservice
and the performance by Uniservice of its covenants and undertakings hereunder
have been duly authorized by all requisite corporate action, and Uniservice has
the corporate power and
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authority to enter into this Agreement and to perform the covenants and
undertakings to be performed by it hereunder.
(c) Neither the execution nor the delivery of this Agreement,
nor the consummation of the transaction herein contemplated, nor compliance with
the terms hereof, will conflict with or result in a breach of any of the terms,
conditions or provisions of the Articles of Incorporation or the Bylaws of
Uniservice as amended, or any agreement or instrument to which Uniservice is now
a party.
(d) Uniservice is acquiring Kyoto's stock for its own account
and for investment and not with the view to the distribution or resale of any
thereof.
6. INVESTMENT PURPOSE. Kyoto represents that it is acquiring the shares
of Uniservice Class B Common Stock to be delivered at the closing solely for
investment and not for distribution or resale.
7. NOTICES. Any notice or communication necessary or desirable
hereunder shall be considered sufficient and delivery thereof shall be deemed
complete if delivered in person or mailed by registered mail on the part of
Uniservice to:
Uniservice Corporation
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
and to Kyoto and Xxxxxxx Xxxxxxxx, as follows:
Inversiones e Inmobiliaria Kyoto Limitada
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxx
and to KyF Chile as follows:
Kentucky Foods Chile S.A.
Xxxxxxxxxx #00, Xxxxxx 0000
Xxxxxxxx, Xxxxx
Attn: Xxxxxxx Xxxxxxxx
or to such other address as either party may hereafter specify in writing as his
or its own address to the other party.
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8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties pertaining to the subject matter hereof and supersedes all
prior and contemporaneous agreements and understandings of the parties in
connection herewith.
9. SEVERABILITY. Kyoto and Uniservice hereby agree and affirm that none
of the above provisions is dependent on the validity of any other provision and
invalidity as to any provision or any part thereof shall not affect any other
provision.
10. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Florida. Venue shall be Palm Beach County, Florida.
11. COUNTERPART. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
UNISERVICE CORPORATION
By: ____________________________________
KYOTO:
INVERSIONES E INMOBILIARIA
KYOTO LIMITADA
By: _____________________________________
_________________________________________
XXXXXXX XXXXXXXX
